Non-Competition Non-Solicitation and Non-Disparagement Contract Clauses (53)

Non-Competition Non-Solicitation and Non-Disparagement. In consideration of the Company entering into this Agreement with the Grantee, the Grantee agrees that throughout 4 his or her term of employment with the Company and for a period of twelve (12) months following the Grantee's date of termination with the Company, the Grantee shall not, directly or indirectly, divert or attempt to divert or assist others in diverting any business of the Company by soliciting, contacting or communicating with any customer or supplier of the Company with whom the G...rantee has direct or indirect contact or upon termination of employment has had direct or indirect contact during the twelve (12) month period immediately preceding the Grantee's date of termination with the Company. The Grantee further agrees that for a period of twelve (12) months following his or her date of termination with the Company the Grantee shall not, directly or indirectly, solicit, induce, attempt to induce or assist others in attempting to induce any employee of the Company with whom the Grantee has worked or had material contact with, during the twelve (12) month period immediately preceding the termination of the Grantee's employment, to leave the employment of the Company or a subsidiary of the Company or to accept employment or affiliation with any other company or firm of which the Grantee becomes an employee, owner, partner or consultant. The Grantee agrees that throughout his or her term of employment with the Company and for a period of twelve (12) months following the Grantee's date of termination that the Grantee will not make any statements, orally or in writing, cause to be published or in any way disseminate any information concerning the Company or any subsidiaries of the Company concerning the Company's business, business operations or business practices that in any way, in form or substance, harms, disparages or otherwise casts an unfavorable light upon the Company or any subsidiaries of the Company or upon any of their reputations or standing in the business community or the community as a whole. View More

Non-Competition Non-Solicitation and Non-Disparagement. (a) Restrictive Covenants. In exchange for good and valuable consideration, including the Cash Performance Units granted herein, the sufficiency of which is acknowledged, the Participant agrees as follows (the "Restrictive Covenants"): (i) Non-Competition and Non-Solicitation. During the period of the Participant's Service and for one (1) year following the termination thereof, the Participant shall not and shall cause each of his or her Affiliates not to: (A) enter into or engage in any busines...s that competes with the Business within the Restricted Territory; (B) solicit customers, active prospects, business or patronage for any business, wherever located, that competes with the Business within the Restricted Territory or sell any products or services for any business, wherever located, that competes with the Business or could then be provided by the Business within the Restricted Territory; (C) solicit, divert, entice or otherwise take away any employees, customers, former customers, active prospects, business, patronage or orders of the Company or any Subsidiary within the Restricted Territory or attempt to do so; or (D) counsel, promote or assist, financially or otherwise, any person engaged in any business that competes with the Business within the Restricted Territory. (ii) Non-Disparagement. The Participant shall not, during the period of his or her Service or at any time thereafter, disparage, denigrate or harass the Company, any of its Affiliates or any of their respective agents, employees, managers, shareholders, directors, officers, or partners. (iii) Other Covenants. For the avoidance of doubt, the Restrictive Covenants are in addition to, and not in lieu of, any restrictive covenants to which the Participant may 5 6 otherwise be subject, whether under the terms of his or her employment or services agreement or otherwise. (iv) Acknowledgement. The Participant acknowledges that these Restrictive Covenants are reasonably necessary to protect the Company's and its clients' and business partners' legitimate business interests. The Participant also acknowledges that by serving in the position of ____________________, he/she is in an executive/management level position and has been entrusted with access to trade secrets and confidential information that, if made available to non-Company employees, would cause irreparable harm to the Company because of the significant time, effort, and expense the Company expended in developing such trade secrets and confidential information. (b) Definitions. For purposes of this Agreement: (i) "Business" means manufacturing, personalizing, designing, fulfilling, packaging, distributing, selling and marketing plastic cards, including, without limitation, credit cards, debit cards, ATM cards, loyalty cards, gift cards, membership cards, gaming cards, player tracking cards, casino cards, hotel key cards, access cards, ID cards, contactless cards, prepaid cards, chip cards, EMV cards, dual interface cards, and blank cards; and (ii) "Restricted Territory" means (A) the United States, Canada, Mexico, Europe and the United Kingdom; and (B) the geographic area, whether within or outside of the geographic area described in clause (A), in which reside any customers with which the Participant had any contact or for which the Participant had any responsibility (whether indirect, direct or advisory) at the time of the Participant's termination of Service or at any time during the two (2) year period prior to such termination. (c) Reasonableness of Restrictions. The Participant agrees that the scope and duration of the Restrictive Covenants are reasonable and necessary to protect the legitimate business interests of the Company. The Participant also agrees that these Restrictive Covenants will not preclude the Participant from obtaining other gainful employment in his or her profession. (d) Remedies for Breach. (i) Forfeiture of Cash Performance Units. In the event of the Participant's breach of any of the Restrictive Covenants, the Cash Performance Units (whether vested or unvested) shall immediately be forfeited and the Participant may be required to repay any amount previously paid to the Participant by the Company with respect to a vested Cash Performance Unit. (ii) Other Relief. In the event of the Participant's actual or threatened breach of this Agreement, the Participant agrees that the Company will be entitled to provisional and injunctive relief in addition to any other available remedies at law or equity. View More

Non-Competition Non-Solicitation and Non-Disparagement. (a) During the Term and for a period of 12 months thereafter ("RESTRICTED PERIOD"), the Executive shall not directly or indirectly, for himself or on behalf of or in conjunction with any other Person, without the prior written consent of the Corporation (which shall not be unreasonably withheld by the Corporation), engage, directly or indirectly, as an officer, director, stockholder, owner, partner or joint venturer or in any managerial capacity, whether as an employee, independent contractor, c...onsultant or advisor (paid or unpaid), or as a sales representative, or be financially interested, in any business within the United States that sells, markets or provides health or life insurance technology or related products from multiple insurers to individual consumers; provided, however, that if the Executive's employment is terminated (i) without Cause by the Corporation pursuant to Section 6(a)(iv); (ii) because the Corporation becomes insolvent or bankrupt or agrees to a plan of liquidation or dissolution in which all obligations of the Corporation cannot be satisfied; or (iii) the Executive terminates for Good Reason pursuant to Section 6(a)(vi), then in each case the Corporation agrees to consent to any activities of the Executive in the Restricted Period that do not involve providing software development, hosting services or sales work for a competitor of the Corporation or its successor. 7 (b) During the Term and Restricted Period, the Executive shall not directly or indirectly, for himself or on behalf of or in conjunction with any other person, without the prior written consent of the Corporation, directly or indirectly solicit, seek to employ, or seek to retain any person who is at that time, or was at any time during the Executive's employment with the Corporation, an employee (full- or part-time), independent contractor, or outside agent of the Corporation. (c) The Executive shall not make or authorize any written or oral statements that are maliciously false or defamatory about the Corporation or its affiliates or their respective directors, officers, or employees. This clause does not affect the Executive's rights under Section 13. (d) If any of the restrictions contained in this Section 12 shall be deemed to be unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section 12 shall then be enforceable in the manner contemplated hereby. (e) The provisions of this Section 12 shall survive the termination of the Executive's employment hereunder and until the end of the Restricted Period. View More